New You, Inc. - Annual Report: 2015 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended February 28, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _______________ to _______________

COMMISSION FILE NUMBER 333-136663

THE RADIANT CREATIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

(561) 420-0380

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 Par Value Per Share. Indicate by check mark if the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act. Yes [  ] No [X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [ ] No [X ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ X ] No [  ] 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. `See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes [  ] No [ X ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed fourth fiscal quarter: $700,164, based on a price of $0.01, being the price at which the registrant last sold shares of its common stock.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

As of the year ended February 28, 2015, the registrant had 70,016,390 shares of common stock outstanding.

As of June 10, 2015, the registrant had 280,464,335 shares of common stock outstanding.

THE RADIANT CREATIONS GROUP, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED FEBRUARY 28, 2015

PART I

THE INFORMATION IN THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, INCLUDING STATEMENTS REGARDING THE COMPANY'S CAPITAL NEEDS, BUSINESS STRATEGY AND EXPECTATIONS. ANY STATEMENTS CONTAINED HEREIN THAT ARE NOT STATEMENTS OF HISTORICAL FACTS MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. IN SOME CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS "MAY", "WILL", "SHOULD", "EXPECT", "PLAN", "INTEND", "ANTICIPATE", "BELIEVE", "ESTIMATE", "PREDICT", "POTENTIAL" OR "CONTINUE", THE NEGATIVE OF SUCH TERMS OR OTHER COMPARABLE TERMINOLOGY. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING THESE STATEMENTS, YOU SHOULD CONSIDER VARIOUS FACTORS, INCLUDING THE RISKS DESCRIBED BELOW, AND, FROM TIME TO TIME, IN OTHER REPORTS THE COMPANY FILES WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). THESE FACTORS MAY CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENT. THE COMPANY DISCLAIMS ANY OBLIGATION TO PUBLICLY UPDATE THESE STATEMENTS, OR DISCLOSE ANY DIFFERENCE BETWEEN ITS ACTUAL RESULTS AND THOSE REFLECTED IN THESE STATEMENTS.

As used in this Annual Report, the terms "we," "us," "our," "Nova," and the "Company" mean The Radiant Creations Group, Inc. unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

ITEM 1. BUSINESS OVERVIEW

DESCRIPTION OF THE BUSINESS

The Radiant Creations Group, Inc., formerly known as Nova Mining Corporation (the “Company”) was incorporated in Nevada on December 29, 2005. From inception, the Company's principal business activity was the acquisition and exploration of mineral resources. On June 20, 2013, following a change of control and subsequent acquisition of an exclusive license agreement, certain assets and processes to innovative technologies in skin protection and enhancement, which consist of various proprietary products including an anti-aging and revitalizing skin cream generally under the "Radiant Creations" label, the Company changed its principal business to the development and marketing of unique and proprietary scientific technologies and cosmetic and over-the-counter personal enhancement products and devices.

CURRENT MARKETING PLAN

Radiant Creations manages and deploys marketing campaigns as its means for generating revenues. The campaign process depends on outside services and in-house staff, which collectively contribute to its success:

Customer Service: Customer Service is a necessary part of every product-merchandising firm, but particularly when you work in Direct Response where “buyer’s remorse” may occur more frequently. Radiant Creations contracts top of the line Customer Service that is based out of the US and made up of highly trained individuals, saving sales that might otherwise result in returns or dissatisfied customers. The familiarity of our Customer Service Staff with our complete inventory is vital to the integrity of Radiant Creations, as it appeases almost every customer inquiry. Customer Service staff is trained specifically to ensure customer satisfaction, and utilizes the services of an overflow center to ensure that calls are handled in a prompt manner.

Call Centers: Radiant Creations’ Call Center services are provided by third party contractors that provide live response buyer verification services on internet campaigns. The program however, is not driven by front-end profits as in similar business models through a variety of upsell programs; instead, our Call Center services are established to monitor and endorse long-term growth and reduce incidence of fraud or consumer dissatisfaction.

Media Buying: Keeping with Radiant Creations’ business model, media is purchased by our fully staffed in-house media-buying department. The profitability is increased significantly by reducing the cost for media purchases and eliminating outside agency fees. Purchasing media in-house lowers advertising costs by up to 15%. Our in-house Media Buyers negotiate price, analyze results and book time for our products’ targeted demographics. Radiant Creations’ Media Buyers are not just media bookers they are “placement-marketing experts”.

Fulfillment: Our Fulfillment services provide real time tracking capability, which allows Radiant Creations to fulfill most orders within 24 hours. As such, we are able to guarantee timely, accurate shipments at great rates. Regardless of quantity, time frame, or weight Radiant Creations will process orders efficiently. The knowledgeable Fulfillment Center Staff works from early in the morning to late at night every day making sure each and every order ships timely and successfully.

COMPETITION

The skin care and online marketing businesses are characterized by vigorous competition throughout the world.  Brand recognition, quality, performance and price have a significant impact on consumers’ choices among competing products and brands. We compete against a number of companies, some of which have substantially greater resources than we do.

Our principal competitors consist of large, well-known, multinational manufacturers and distributors of skin care products, most of which market and sell their products under multiple brand names. We also face competition from a number of independent brands, as well as some retailers that have developed their own beauty brands.

SIGNIFICANT EMPLOYEES

The Company has an Employment Agreement with three officer/directors, including: Gary R. Smith, CEO and President, Manpreet Singh Thaper, COO (Payscout, Inc.), Gary D. Alexander, CFO and Corporate Secretary.

RESEARCH AND DEVELOPMENT

We incurred no research and development expenditures to date.

INTELLECTUAL PROPERTY 

We own an exclusive licensing agreement with Dr. Yin-Xiong Li, M.D., Ph.D and one trademark under the name “Revivasol”.

ITEM 1A.RISK FACTORS.

There are risks associated with an investment in our securities.

Please consider the following risks and all of the other information in this annual report on Form 10-K and in our subsequent filings with the Securities and Exchange Commission (“SEC”).  Our business may also be adversely affected by risks and uncertainties not presently known to us or that we currently believe to be immaterial.  If any of the events contemplated by the following discussion of risks should occur or other risks arise or develop, our business, prospects, financial condition and results of operations, as well as the trading prices of our securities, may be adversely affected.

As with all business ventures, the development of new skin care products and related marketing strategies has significant risk and uncertainty, even with advanced technologies, and exclusive licensing agreement including patented features achieved by Dr. Yin-Xiong Li’s. Some of these risks are discussed below, and Radiant believes these risks are some of the more significant concerns. Nevertheless, this list is not exhaustive and other issues need additional discussion and review.

There is a risk that the Radiant Creations existing and /or proposed products could fail the certain FDA required tests. Despite the advanced techniques and previous significant success achieved in the lab, various complications could cause a selected product to fail the FDA testing. If the selected product failed, additional monies would be needed to test other products. Such other products could also fail FDA testing.

There is a risk that a Radiant Creations product, even after achieving FDA compliance, could be difficult to sell, or might not be marketable by the company at all. Further, some portion of the revenue proceeds would go to parties facilitating the marketing and further development of product lines.

Market risks for new skin care products has increased over the past decade. Tight capital markets and reduced R&D budgets have forced the major cosmetic development companies to pursue lower risk, later stage product development. The Majors typically wait until the product has been shown to have the desired effectiveness when risk is lower. On the upside, new product candidates at this stage can reach extraordinary values.

The Majors can wait, in part, because the small product development companies rely on them for marketing and distribution. The infrastructure costs related to marketing and distribution are too much for smaller companies to bear. This can allow the Majors to wait until all the risk is “squeezed out” and then bid amongst themselves for the new products at the stage where it has been approved for sale by FDA, and it only needs marketing and distribution resources.

The online marketing and cosmetic business is highly competitive, and if we are unable to compete effectively our results will suffer.

We face vigorous competition from companies throughout the world, including multinational consumer product companies.  Some of these competitors have greater resources than we do and may be able to respond to changing business and economic conditions more quickly than us.  Competition in the online cosmetic marketing business is based on pricing of products, innovation, perceived value, service to the consumer, promotional activities, advertising, special events, new product introductions, e-commerce and m-commerce initiatives and other activities.  It is difficult for us to predict the timing and scale of our competitors’ actions in these areas.

Also, the consolidation in the retail trade has resulted in us becoming increasingly dependent on key retailers, including large-format retailers, who have increased their negotiating strength.  This trend has also resulted in an increased risk related to the concentration of our customers.  A severe adverse impact on their business operations could have a corresponding material adverse effect on us.  Our ability to compete also depends on the continued strength of our brands, our ability to attract and retain key talent and other personnel, the efficiency of our manufacturing facilities and marketing network, and our ability to maintain and protect our intellectual property and those other rights used in our business.

Our inability to anticipate and respond to market trends and changes in consumer preferences could adversely affect our financial results.

Our continued success depends on our ability to anticipate, gauge and react in a timely and cost-effective manner to changes in consumer tastes for skin care products, attitudes toward our industry and brands, as well as to where and how consumers shop for those products.  We must continually work to develop, manufacture and market new products, maintain and adapt our services to existing and emerging distribution channels, maintain and enhance the recognition of our brands, achieve a favorable mix of products, and refine our approach as to how and where we market and sell our products.  While we devote considerable effort and resources to shape, analyze and respond to consumer preferences, we recognize that consumer tastes cannot be predicted with certainty and can change rapidly.  The issue is compounded by the increasing use of social and digital media by consumers and the speed by which information and opinions are shared. 

If we are unable to anticipate and respond to sudden challenges that we may face in the marketplace, trends in the market for our products and changing consumer demands and sentiment, our financial results will suffer.

Our future success depends on our ability to achieve our long-term strategy.

Achieving our long-term strategy will require investment in new capabilities, brands, categories, distribution channels, technologies and geographic markets.  These investments may result in short-term costs without any current revenues and, therefore, may be dilutive to our earnings, at least in the short term.  In addition, we may dispose of or discontinue select brands or streamline operations and incur costs or restructuring and other charges in doing so.  Although we believe that our strategy will lead to long-term growth in revenue and profitability, we may not realize, in full or in part, the anticipated benefits.  The failure to realize benefits, which may be due to our inability to execute plans, global or local economic conditions, competition, changes in the cosmetic industry and the other risks described herein, could have a material adverse effect on our business, financial condition and results of operations.

Acquisitions may expose us to additional risks.

We continuously review acquisition opportunities that would expand our current product offerings, our distribution channels, increase the size and geographic scope of our operations or otherwise offer growth and operating efficiency opportunities.  If required, the financing for any of these acquisitions could result in an increase in our indebtedness, dilute the interests of our stockholders or both.  Acquisitions entail numerous risks, which may include:

Our failure to successfully complete the integration of any acquired business could have a material adverse effect on our business, financial condition and operating results.  In addition, there can be no assurance that we will be able to identify suitable acquisition candidates or consummate acquisitions on favorable terms.

A general economic downturn or sudden disruption in business conditions may affect consumer purchases of discretionary items and/or the financial strength of our customers that are retailers, which could adversely affect our financial results.

The general level of consumer spending is affected by a number of factors, including general economic conditions, inflation, interest rates, energy costs, and consumer confidence generally, all of which are beyond our control.  Consumer purchases of discretionary items tend to decline during recessionary periods, when disposable income is lower, and may impact sales of our products.  A decline in consumer purchases of discretionary items also tends to impact our customers that are retailers.  We generally extend credit to a retailer based on an evaluation of its financial condition, usually without requiring collateral.  However, the financial difficulties of a retailer could cause us to curtail or eliminate business with that customer.  We may also assume more credit risk relating to the receivables from that retailer.  Our inability to collect the receivable from one of our largest customers or from a group of customers could have a material adverse effect on our business and our financial condition.  If a retailer was to liquidate, we may incur additional costs if we choose to purchase the retailer’s inventory of our products to protect brand equity.

In addition, sudden disruptions in business conditions, for example, as a consequence of events such as a pandemic or local or international conflicts around the world, or as a result of a terrorist attack, retaliation and the threat of further attacks or retaliation, or as a result of adverse weather conditions or climate changes or seismic events, can have a short and, sometimes, long-term impact on consumer spending.

Events that impact consumers’ willingness or ability to travel and/or purchase our products while traveling may impact our travel retail business, which is a significant contributor to our overall results.

A downturn or continuing recession in the economies in which we sell our products or a sudden disruption of business conditions in those economies could adversely affect consumer confidence, the financial strength of our retailers and our sales and profitability.

Changes in laws, regulations and policies that affect our business could adversely affect our financial results.

Our business is subject to numerous laws, regulations and policies.  Changes in the laws, regulations and policies, including the interpretation or enforcement thereof, that affect, or will affect, our business, including changes in accounting standards, tax laws and regulations, laws and regulations relating to data privacy and anti-corruption, laws in Europe relating to selective distribution, environmental or climate change laws, regulations or accords, trade rules and customs regulations, and the outcome and expense of legal or regulatory proceedings, and any action we may take as a result could adversely affect our financial results.

We are involved, and may become involved in the future, in disputes and other legal or regulatory proceedings that, if adversely decided or settled, could adversely affect our financial results.

We are, and may in the future become, party to litigation, other disputes or regulatory proceedings.  In general, claims made by us or against us in litigation, disputes or other proceedings can be expensive and time consuming to bring or defend against and could result in settlements, injunctions or damages that could significantly affect our business or financial results.

Our success depends, in part, on the quality and safety of our products.

Our success depends, in part, on the quality and safety of our products.  If our products are found to be defective or unsafe, or if they otherwise fail to meet our consumers’ standards, our relationships with customers or consumers could suffer, the appeal of one or more of our brands could be diminished, and we could lose sales and/or become subject to liability claims, any of which could result in a material adverse effect on our business, results of operations and financial condition.

Our success depends, in part, on our key personnel.

Our success depends, in part, on our ability to retain our key personnel, including our executive officers and senior management team.  The unexpected loss of one or more of our key employees could adversely affect our business.  Our success also depends, in part, on our continuing ability to identify, hire, train and retain other highly qualified personnel.  Competition for these employees can be intense.  We may not be able to attract, assimilate or retain qualified personnel in the future, and our failure to do so could adversely affect our business.  This risk may be exacerbated by the stresses associated with the implementation of our strategic plan and other initiatives.

A disruption in operations or our supply chain could adversely affect our business and financial results.

As a company engaged in manufacturing and marketing on a regional scale, we are subject to the risks inherent in such activities, including industrial accidents, environmental events, strikes and other labor disputes, disruptions in supply chain or information systems, loss or impairment of key manufacturing sites, product quality control, safety, increase in commodity prices and energy costs, licensing requirements and other regulatory issues, as well as natural disasters and other external factors over which we have no control.  If such an event were to occur, it could have an adverse effect on our business and financial results.

Our information systems and websites may be susceptible to outages, hacking and other risks.

We have information systems that support our business processes, including product development, marketing, sales, order processing, production, distribution and finance.  We have e-commerce, m-commerce and other Internet websites in the United States.  These systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, break-ins and similar events.  Despite the implementation of network security measures, our systems may be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering.  The occurrence of these or other events could disrupt or damage our information systems and adversely affect our business and results of operations.

Failure to adequately maintain the security of our electronic and other confidential information could materially adversely affect our financial condition and results of operations.

We are dependent upon automated information technology processes.  As part of our normal business activities, we collect and store certain confidential information, including personal information with respect to customers and employees.  We may share some of this information with vendors who assist us with certain aspects of our business.  Moreover, the success of our e-commerce and m-commerce operations depends upon the secure transmission of confidential and personal data over public networks, including the use of cashless payments.  Any failure on the part of us or our vendors to maintain the security of our confidential data and our employees’ and customers’ personal information, including via the penetration of our network security and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and also result in deterioration in our employees’ and customers’ confidence in us and other competitive disadvantages, and thus could have a material adverse impact on our business, financial condition and results of operations. In addition, a security breach could require that we expend significant additional resources to enhance our information security systems and could result in a disruption to our operations.

As we outsource more functions, we will become more dependent on the entities performing those functions.

As part of our long-term strategy, we are continually looking for opportunities to provide essential business services in a more cost-effective manner.  In some cases, this requires the outsourcing of functions or parts of functions that can be performed more effectively by external service providers.  These include certain information systems functions such as information technology operations, and certain human resource functions such as employee benefit plan administration.  While we believe we conduct appropriate due diligence before entering into agreements with the outsourcing entity, the failure of one or more entities to provide the expected services, provide them on a timely basis or to provide them at the prices we expect may have a material adverse effect on our results of operations or financial condition.

We may need to obtain additional financing.

As at February 28, 2015, we had cash assets of $15,293 and a working capital deficit of $1,025,221 and an accumulated deficit of $9,093,629. Currently, we are executing our business plan and marketing strategy on a limited basis and continue to sustain an operating deficit. As such, our ability to obtain additional financing may be substantially limited. If sufficient financing is not available or obtainable as and when needed, we may not be able to continue as a going concern and investors may lose a substantial portion or all of their investment. We currently do not have any financing arrangements in place and there are no assurances that we will be able to acquire financing on acceptable terms or at all.

We have limited officers and directors.

Because management consists of three individuals, we do not benefit from having access to multiple judgments that a greater number of directors or officers would provide. The officers anticipate devoting only a limited amount of time per month to the business of the Company.  The officers have written employment agreement with the Company, however we do not anticipate obtaining key man life insurance. The loss of the services of Mr. Smith, Mr. Singh-Thaper and/or Mr. Alexander would adversely affect development of our business and our likelihood of continuing operations.

We depend on management and management’s participation is limited.

We will be entirely dependent upon the experience of our officers and directors in managing the business and in making decisions regarding our operations.  It is possible that, from time to time, the inability of such persons to devote their full time attention to the Company will cause the Company to lose an opportunity.

We may conduct further offerings in the future in which case investors’ shareholdings will be diluted.

We may conduct equity offerings in the future to finance any future business projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, investors' percentage interest in us will be diluted. The result of this could reduce the value of their stock.

Because our stock is a penny stock shareholders will be more limited in their ability to sell their stock.

The shares of our common stock constitute "penny stocks" under the Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

The "penny stock" rules adopted by the SEC under the Exchange Act subjects the sale of the shares of our common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.

Legal remedies, which may be available to an investor in "penny stocks," are as follows:

(a) if "penny stock" is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.

(b) if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages.

(c) if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claim through arbitration.

If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of our common stock.

Item 1B.  UNRESOLVED STAFF COMMENTS.

As of the filing of this annual report on Form 10-K, there were no unresolved comments from the Staff of the Securities and Exchange Commission.

ITEM 2. PROPERTIES. 

Principal executive offices:

Harbour Financial Center

2401 PGA Boulevard, Suite 280-B

Palm Beach Gardens, FL 33410

Telephone number is: (561) 420-0380

This location is the office of our President, Gary R. Smith

We currently do not own any real property.

ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any legal proceedings and, to our knowledge no such proceedings are pending, threatened or contemplated.

ITEM 4. MINING SAFETY DISCLOSURE

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the Over-The-Counter Bulletin Board under the symbol “RCGP”.

REGISTERED HOLDERS OF OUR COMMON STOCK

As of February 28, 2015, there were 79 registered holders of record of our common stock. Some stockholders may hold their shares on deposit with brokers or investment bankers in the name of stock depositories.

DIVIDENDS

We have neither declared nor paid any cash dividends on our capital stock since our inception and do not contemplate paying cash dividends in the foreseeable future. It is anticipated that earnings, if any, will be retained for the operation of our business. Our board of directors will determine future dividend declarations and payments, if any, in light of the then-current conditions they deem relevant and in accordance with the Nevada Revised Statutes.

There are no restrictions in our articles of incorporation or in our bylaws which prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of a dividend:

RECENT SALES OF UNREGISTERED SECURITIES

During the twelve months ended February 28, 2015, the Company issued 32,005,054 shares of common stock upon the conversion of debt and accrued interest, for an aggregate value of $215,150.

During the twelve months ended February 28, 2015, the Company issued 3,740,000 shares of common stock as compensation for services for a value of $19,524.

ITEM 6. SELECTED FINANCIAL DATA

Not required for a smaller reporting company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. 

PLAN OF OPERATION

The Radiant Creations Group, Inc., formerly known as Nova Mining Corporation (the “Company”) was incorporated in Nevada on December 29, 2005. From their inception through June 20, 2013, the Company's principal business activity was the acquisition and exploration of mineral resources. On June 20, 2013, following a change of control and subsequent acquisition of an exclusive license agreement, certain assets and processes to innovative technologies in skin protection and enhancement, which consist of various proprietary products including an anti-aging and revitalizing skin cream generally under the "Radiant Creations" label, the Company changed its principal business to the development and marketing of unique and proprietary scientific technologies and cosmetic and over-the-counter personal enhancement products and devices.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

GOING CONCERN QUALIFICATION

From December 29, 2005 (Inception) to February 28, 2015, we have suffered cumulative losses in the amount of $9,093,629. We expect to continue to incur substantial losses as we continue the development of our business. Since our inception, we have funded operations through sales of our product, common stock issuances, related party loans, outside party loans, and the support of creditors in order to meet our strategic objectives. Our management believes that sufficient funding will be available to meet our business objectives, including anticipated cash needs for working capital, and are currently evaluating several financing options, including a public offering of securities. However, we do not have any financing arrangements currently in place and there can be no assurance that we will be able to obtain sufficient financing when needed. As a result of the foregoing, our independent auditors believe there exists substantial doubt about our ability to continue as a going concern.

There is no assurance that we will be able to obtain additional financing if and when required. We anticipate that additional financing may come in the form of sales of additional shares of our common stock which may result in dilution to our current shareholders.

At February 28, 2015, we had $15,293 in cash assets, $1,403,100 in liabilities, and an accumulated deficit of $9,093,629.  See “Liquidity and Capital Resources”

LIQUIDITY AND CAPITAL RESOURCES

It is the intent of our management, stockholders, and specifically the majority Shareholder, BioDynamic Molecular Technologies, LLC and our three key officers and directors to provide sufficient working capital necessary to support and preserve the integrity of our Company as a corporate entity.  However, there is no legal obligation for either the majority Shareholder or our key officers to provide additional future funding. If our management and/or key officers ceases to provide us the needed financing and we fail to identify any alternative sources of funding, there will be substantial doubt about our ability to continue as a “going concern”.

We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities.  As a result, there can be no assurance that sufficient funds will be available to us to enable us to pay the expenses related to such activities.

Regardless of whether or not our cash assets prove to be adequate to meet our operational needs, we may seek to compensate providers of services by issuances of our common stock in lieu of cash.

At February 28, 2015, we had $15,293 in cash assets, $1,403,100 in liabilities, and an accumulated deficit of $9,093,629. Our primary source of liquidity has been from sale of our product, issuance of restricted common shares, loans from shareholders and loans from outside parties.  As of February 28, 2015, the Company owed $1,642,395 in notes and related interest and $124,237 in related party advances loaned to the company.

Net cash used in operating activities was $255,764 during the year ended February 28, 2015.  

Net cash used in investing activities was $1,767 during the year ended February 28, 2015.  

Net cash provided by financing activities was $151,949 during the year ended February 28, 2015.  

Our expenses to date are largely due to operating expenses, professional fees that include accounting and legal fees.

To date, we have had limited revenues and require additional financing in order to finance our business activities on an ongoing basis.  Our future capital requirements will depend on numerous factors, including, but not limited to, executing our business and marketing plans and the ability to pursue other business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date.  In the interim, shareholders of the Company have agreed to meet our minimal operating expenses.  We believe that actions presently being taken to revise our operating and financial requirements provide the Company with the opportunity to continue as a “going concern,” although no assurances can be given.

YEAR ENDED FEBRUARY 28, 2015 COMPARED TO THE YEAR ENDED FEBRUARY 28, 2014

NET LOSS FROM OPERATIONS

The Company had net loss of $4,240,554 for the year ended February 28, 2015 as compared to a net loss of $3,816,952 for the year ended February 29, 2014.

REVENUE AND COST OF SALES

The Company had $526,652 in revenues for the fiscal year ended February 28, 2015 and $648,678 for the fiscal year ended February 28, 2014. Revenues earned for the period were related to the sale of our Revivasol Anti-Aging Skin Care Creme. Sales decreased as a result of the increasingly difficult merchant processing environment reflected in our inability to increase revenues year over year. Cost of sales for the fiscal years ended February 28, 2015 and 2014 were $64,603 and $112,440, respectfully.

Cost of sales for the twelve months ended February 28, 2015 and 2014 was $64,603 and $112,440, respectively. The decrease is a direct result of our decreased sales volume and better product sourcing of the primary ingredient of our product.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating expenses increased by $1,358,075, from $2,795,110 in the year ended February 28, 2014, to $4,153,185 in the year ended February 28, 2015.  The increase is largely attributed to stock based compensation expense. Operating expenses primarily consist of advertising and marketing, investor relations, merchant processing fees, office administration, staff compensation, executive compensation, professional and regulatory fees and stock compensation expenses.

Advertising and marketing expenses are made up primarily of website and executive summary production, direct marketing costs, customer service, sales commissions and shipping costs. Such fees are paid to third party vendors throughout the year for performing specific tasks and services.

Investor relations expenses primarily consist of investor awareness expenses, press releases and travel costs. Such fees are paid to third party vendors throughout the year for performing specific tasks and services.

Merchant processing fees primarily consist of fees paid to third party merchant processing companies for processing of our online/internet based sales platform.

Office administration expenses primarily consist of bank fees, express mail and postage costs, insurance, office supply expense and occupation expenses. Such expenses are paid to third party vendors throughout the year for performing specific tasks and services.

Staff compensation expenses primarily consist of compensation to our skilled administrative staff.

Executive compensation expenses primarily consist of compensation to corporate executives. For the year ended February 28, 2015, there has been $39,500 in executive compensation paid in cash.

Professional and regulatory fees primarily consist of auditor fees, patent attorney, corporate attorney and SEC attorney fees.

Stock compensation expense recorded for the twelve months ended February 28, 2015 was $3,212,910 and reflects the fair value of employee stock options vested and stock issued as compensation for services. For the twelve months ending February 28, 2014, stock compensation expense was $10,000 and was issued for services rendered.

COMMON AND PREFERRED STOCK

We are authorized by our Amended and Restated Articles of Incorporation and our Additional Articles of Incorporation to issue an aggregate of 1,000,000,000 shares of capital stock, of which 900,000,000 are shares of common stock, par value $0.00001 per share (the “Common Stock”) and 100,000,000 are shares of preferred stock (the “Preferred Stock”), par value $0.00001 per share.  As of February 28, 2015, 70,016,390 shares of Common Stock were issued and outstanding and there were 79 shareholders of our Common Stock. As of February 28, 2015, there were 1,000,000 Series A – Super Voting Control shares outstanding and 20,000,000 Series B shares of Preferred Stock issued and outstanding.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

The Radiant Creations Group, Inc.

Palm Beach Gardens, Florida

We have audited the accompanying consolidated balance sheets of The Radiant Creations Group, Inc. and subsidiaries, (collectively, the “Company”), as of February 28, 2014 and 2013, and the consolidated related statements of operations, stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and subsidiaries as of February 28, 2014 and 2013, and the results of their consolidated operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MALONEBAILEY, LLP

www.malone-bailey.com

Houston, Texas

June 12, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Radiant Creations Group, Inc.

We have audited the accompanying consolidated balance sheet of Radiant Creations Group, Inc. as of February 28, 2015, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended. Radiant Creations Group, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were not engaged to examine management’s assertion about the effectiveness of Radiant Creations Group, Inc.’s internal control over financial reporting as of February 28, 2015 and, accordingly, we do not express an opinion thereon.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Radiant Creations Group, Inc. as of February 28, 2015 and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ D. Brooks and Associates CPA’s, P.A

D. Brooks and Associates CPA’s, P.A
West Palm Beach, FL
June 15, 2015

D. Brooks and Associates CPA’s, P.A. 319 Clematis Street Suite 318, West Palm Beach, FL 33401 - (561) 429-6225 

The accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these audited consolidated financial statements

THE RADIANT CREATIONS GROUP, INC.  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Organization and Significant Accounting Policies

Nature of Business

On June 20, 2013, following a change of control and subsequent acquisition of an exclusive license agreement, certain assets and processes to innovative technologies in skin protection and enhancement, which consist of various proprietary products including an anti-aging and revitalizing skin cream generally sold under the "Radiant Creations" label, the Company changed its principal business to the development and marketing of unique and proprietary scientific technologies and cosmetic and over-the-counter personal enhancement products and devices. The Company currently sells its products exclusively over the internet to customers located globally.

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Non-controlling interest in consolidated financial statements

Accounting guidance on non-controlling interests in consolidated financial statements requires that a non-controlling interest in the equity of a subsidiary be accounted for and reported as equity and provides revised guidance on the treatment of net income and losses attributable to the non-controlling interest and changes in ownership interests in a subsidiary. The revised guidance requires additional disclosures that identify and distinguish between the interests of the controlling and non-controlling owners.

Use of Estimates 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of stock-based compensation and derivative liabilities.

Fair Value of Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis.

As February 28, 2015: 

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents.

Inventory

Inventory consists of finished goods and is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow moving inventory is made based on management analysis or inventory levels and future sales forecasts.

Property and Equipment

Property and equipment are stated at cost, net of depreciation provided by use of a straight-line method over the estimated useful lives of the assets, of five years. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable.

Basic and diluted net loss per share

Basic loss per share is computed using the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the dilutive effects of common stock equivalents on an “as if converted” basis. For the twelve months ended February 28, 2015, the number of potentially dilutive shares consisted of 124,488,800,000 shares underlying convertible debt as well as options to acquire 38,050,000 shares. For the twelve months ended February 28, 2014, the number of potentially dilutive shares consisted of 124,394,800,000 shares underlying convertible debt. For the years ended February 28, 2015 and 2014, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Related parties

The Company follows subtopic ASC 850, Related Party Disclosure, for the identification of related parties and disclosure of related party transactions.

Revenue Recognition

The Company follows guidance under ASC 605, Revenue Recognition, in determining when to report income from operations. The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Revenue recognized by the Company normally occurs upon shipment of our product to the customer.

Cost of Revenue

Amounts recorded as cost of revenue relate to direct expenses incurred in order to fulfill orders of our products. Such costs are recorded as incurred. Our cost of revenue consists primarily of the cost of product; payment processing fees; and the cost of product samples.

Cash flows reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

Advertising

The Company follows guidance found under ASC 340, Other Assets and Deferred Costs, and ASC 720-35, Other Expenses – Advertising Costs, when discerning whether advertising costs should be capitalized or expensed as incurred. Although U.S. GAAP permits the allocation of advertising costs across interim periods within a fiscal year when future periods benefit from the expenditure, the Company’s policy is to expense advertising costs as incurred to eliminate the uncertainty in estimating overall expected sales volumes, advertising expenses, and the benefit period of the advertising on an interim basis due to the immateriality and nature of those costs at this time.

Share-based Expense

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the twelve month periods ending February 28, 2015and 2014 was $3,212,910 and $10,000, respectively.

Income Taxes

The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company follows the provisions of Accounting for Uncertainty in Income Taxes, which clarified the accounting for uncertainties in tax positions and required that the Company recognizes in its financial statements the impact of an uncertain tax position, if that position has more likely than not chance of not being sustained on audit, based on technical merits of that position.

The Company is subject to the United States federal and state income tax examinations by the tax authorities for the 2014, 2013, and 2012 tax years.

Recently issued accounting pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

In January 2015, FASB issued Accounting Standards Update (ASU) No. 2015-01 Income Statement—Extraordinary and Unusual Items. This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification: 1. Unusual Nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates. 2. Infrequency of Occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU however, for the current period, management does not believe that it has met conditions which would subject these financial statements to additional disclosure.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance; therefore there is no anticipation of any effect to the financial statements.

NOTE 2 – Going Concern

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has a working capital deficit of $1,025,221 and has incurred net losses since inception. The Company’s future capital requirements will depend on numerous factors including, but not limited to, executing its marketing and business plans and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its operating expenses. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 –Notes Payable

Notes payable – third parties

The Company has two notes with outstanding balances as of February 28, 2015 of $75,000 and $10,000 which are subject to annual interest of 15% and matured on November 29, 2014 and January 31, 2015, respectively.

In July 2014, the Company issued a note payable in the amount of $40,000 for cash. The note matures in 36 months and accrues interest at an annual rate of 10%, payable quarterly.

In October 2014, the Company issued a demand note in the amount of $50,000 for cash. The note is due on demand and accrues interest at an annual rate of 12%.

Notes payable - related parties

On various dates in 2013, the Company received advances from a corporate officer of $43,250. The advances were non-interest bearing and due on demand. These advances were fully paid as of February 28, 2015.

On February 3, 2014, the Company received an advance from a corporate officer of $50,000. The note was subject to annual interest of 15% and matured on February 28, 2015. As of February 28, 2015, the note was paid in full.

In July 2014, the Company issued a note payable in the aggregate amount of $250,000 for the purchase of intellectual property from a commonly owned entity. Because of the common ownership, the intellectual property was not marked to fair value and the Company recognized a loss for the amount of the notes, which is included in loss on acquisition of intellectual property from a commonly controlled entity on the consolidated statements of operations. The note is non-interest bearing, matures in 24 months from issuance, and requires principal payments of at least $25,000 every 180 days. As of February 28, 2015, the outstanding balance of the note was $116,337.

In September 2014, the Company issued a note in the amount of $7,900 for cash. The note is payable in two years from issuance, and accrues interest, payable monthly, at an annual rate of 10%. The balance of the note is $7,900 as of February 28, 2015 and 2014.

NOTE 4 – Convertible Notes Payable

Convertible notes payable – third parties

In 2013, the Company issued convertible notes to a third party aggregating $900,448 which are subject to annual interest of 10% and are convertible at a fixed rate of $0.003 per share and matures on September 20, 2015. Principal cash payments on these notes during the twelve months ended February 28, 2015 amounted to $31,000. As disclosed above, this note was deemed tainted on the date that the other convertible notes became convertible on May 18, 2014. A derivative liability of $252,313 was recorded as a debt discount and amortized over the term of the note. The principle balance of the note was $699,448 as of February 28, 2015.

As of February 28, 2015, the Company owed convertible notes totaling $370,000 to third parties including accrued interest of another $4,041. Interest is 10% annually and is to be paid currently. The notes may be converted at the option of the Holder at a fixed rate of $0.075 per share. As disclosed above, these notes were deemed tainted on the date that the other note became convertible on May 18, 2014. A net derivative liability of $148,771 was recorded as a debt discount to be amortized over the terms of the notes. The principle balance of the notes as of February 28, 2015 was $370,000 whereby $100,000 matured on December 12, 2014 and the remaining balance of $270,000 is due on demand.

On November 19, 2013, the Company signed a convertible note agreement with a third party in which the party loaned $78,500 subject to annual interest of 8%. The note matured on August 21, 2014 and was convertible into the Company’s common stock after 180 days from the date of issuance at 58% of the average of the lowest prices of the common stock during the ten days preceding the date of conversion. On May 18, 2014, the note became convertible and the embedded conversion option required derivative accounting for the variable conversion rate. On May 18, 2014, a derivative liability of $64,146 was recorded as a debt discount and amortized over the term of the note. The embedded conversion option of the note also tainted the other outstanding convertible notes. During the twelve months ended February 28, 2015, the lender converted $78,500 in principle and $10,000 in default interest in exchange for 10,540,476 shares of common stock and the note has been paid in full.

On December 17, 2013, the Company signed a convertible note agreement with a third party in which the party loaned $32,500 subject to annual interest of 8%. The note matured on September 21, 2014 and is convertible into the Company’s common stock after 180 days from the date of issuance at 58% of the average of the lowest prices of the common stock during the ten days preceding the date of conversion. On June 25, 2014, the note became convertible and the embedded conversion option required derivative accounting for the variable conversion rate. On June 25, 2014, a derivative liability of $25,723 was recorded as a debt discount and amortized over the term of the note. The embedded conversion option of the note also tainted the outstanding convertible notes. On December 1, 2014, default interest in the amount of $16,250 was added to the principle balance of the note. During the twelve months ended February 28, 2015, the lender converted $10,460 in principle in exchange for 8,716,667 shares of common stock. The principle balance of the note was $38,290 as of February 28, 2015.

On January 27, 2014, the Company signed a convertible note agreement with a third party in which the party loaned $32,500 subject to annual interest of 8%. The note matured on October 29, 2014 and is convertible into the Company’s common stock after 180 days from the date of issuance at 58% of the average of the lowest prices of the common stock during the ten days preceding the date of conversion. On July 26, 2014, the note became convertible and the embedded conversion option required derivative accounting to the variable conversion rate. On July 26, 2014, a derivative liability of $23,228 was recorded as a debt discount and amortized over the term of the note. The embedded conversion option of the note also tainted the outstanding convertible notes. During the three months ended February 28, 2015, default interest of $16,250 was added to the principle balance of the note and an additional derivative liability of $11,014 was recorded. The principle balance of the note was $48,750 as of February 28, 2015.

On July 8, 2014, the Company signed a convertible note agreement with a third party in which the party loaned $21,150 subject to annual interest of 8%. The note matures on April 9, 2015 and is convertible into the Company’s common stock after 180 days from the date of issuance at 58% of the average of the lowest prices of the common stock during the ten days preceding the date of conversion. On January 4, 2015, the note became convertible and the embedded conversion option required derivative accounting to the variable conversion rate. On January 4, 2015, a derivative liability of $11,138 was recorded as a debt discount to be amortized over the term of the note. The embedded conversion option of the note also tainted the outstanding convertible notes. During the three months ended February 28, 2015, default interest of $10,575 was added to the principle balance of the note and an additional derivative liability of $7,136 was recorded. The principle balance of the note as of February 28, 2015 was $31,275.

On September 3, 2014, the Company signed a convertible note agreement with a third party in which the party loaned $32,500 subject to annual interest of 8%. The note matures on June 5, 2015 and is convertible into the Company’s common stock after 180 days from the date of issuance at 58% of the average of the lowest prices of the common stock during the ten days preceding the date of conversion. On March 2, 2015, the note became convertible and the embedded conversion option will require derivative accounting due to the variable conversion rate. During the three months ended February 28, 2015, default interest of $16,250 was added to the principle balance of the note and an additional derivative liability of $9,264 was recorded. The principle balance of the note as of February 28, 2015 was $48,750.

On September 9, 2014, the Company executed a $200,000 Convertible Promissory Note bearing interest on the unpaid balance at the rate of 12% on the original principal amount. The principle amount due on the note shall be prorated based upon the consideration actually received by the Company, plus an approximate 10% original issue discount that is prorated based upon the consideration actually received as well as any other interest or fees. Under the terms of the note, the Company is not required to repay any unfunded portion of the note. The Maturity Date is two years from the Effective Date of each payment and is the date upon which the principal sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. The conversion price is the lesser of $0.045 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The balance of the note as of February 28, 2015 is $35,000.

On January 12, 2015, the Company signed a convertible note agreement with a third party in which the party loaned $16,000 subject to annual interest of 8%. The note matures on October 14, 2015 and is convertible into the Company’s common stock after 180 days from the date of issuance at 58% of the average of the lowest prices of the common stock during the ten days preceding the date of conversion. On July 11, 2015, the note became convertible and the embedded conversion option required derivative accounting to the variable conversion rate. During the three months ended February 28, 2015, default interest of $8,000 was added to the principle balance of the note and an additional derivative liability of $4,636 was recorded. The principle balance of the note as of February 28, 2015 was $24,000.

During the twelve months ended February 28, 2015, the Company entered into convertible liabilities with certain individuals (referred to as the "the Holders"), the Company/Holders/Debtors assigned, converted, and issued Convertible Liability (the “Convertible Liability" or “Liability”) with a $240,000 principal amount. The Liability bear an interest rate of 0% per annum and no maturity date under to a Settlement and Stipulation Agreement; and Court Ordered Approval Document, the Holder has the right to convert all or any part of the outstanding and unpaid principal into shares of the Company’s common stock. On October 2016, 2014, the US Court ordered approval of the liability triggered derivative treatment. The Holders have the right from and after the court ordered dated, and until any time until the Liability is fully paid, to convert any outstanding and unpaid principal portion of the Liability, into fully paid and non-assessable shares of Common Stock. The Convertible Liability is convertible at variable conversion prices at 55% of lowest trading prices over 15 trading days with no reset provisions. The Company recorded an initial derivative liability and expense of $253,401. In October 2014, the holder of the note agreed to consider the note cancelled in exchange for consideration of $19,524. In October and November 2014, the Company issued 3,740,000 shares of common stock for a value of $19,524, thereby satisfying the terms of the cancellation of the note.

Amortization expense on the debt discounts for the twelve months ended February 28, 2015 amounted to $618,110 and notes are carried at $788,752, net of unamortized discounts of $507,211. For the twelve months ended February 28, 2014, amortization expense on debt discounts was $1,153,214 and notes were carried at $1,164,231, net of unamortized discounts of $79,717.

NOTE 5– Derivative Liabilities

The Company records the fair value of the of the conversion features of the convertible notes disclosed in Note3 and 4 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative liability was calculated using a multi-nominal lattice model. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statements of operations. During the twelve months ended February 28, 2015, the Company recorded a gain on the change in fair value of derivative liability of $376,332.

The following table summarizes the changes in the derivative liability during the twelve months ended February 28, 2015:

The fair value of the instruments was determined using multinomial lattice model based on the following assumptions:

NOTE 6 – Equity

During the twelve months ended February 28, 2014, the Company sold 20,657,439 common shares for proceeds of $1,388,700.

During the twelve months ended February 28, 2014, the Company issued 200,000 common shares for services valued at $0.05 per share.

During the twelve months ended February 28, 2014, the former CEO paid $2,000 for expensed on behalf of the Company. This transaction has been accounted for as a contribution of capital.

During the twelve months ended February 28, 2014, the Company repurchased 7,545,788 common shares from The Renewable Corporation in exchange for cash of $1,030,000.

During the twelve months ended February 28, 2014, the Company issued 2,933,333 common shares for the conversion of debt of $170,000 at a conversion rate of $0.05 per share.

During the twelve months ended February 28, 2014, the Company issued 480,564 common shares to a related party for the conversion of accounts payable at conversion rates between $0.05 and $0.095.

On September 9, 2014 and October 13, 2014 Biodynamic Molecular Technologies, LLC (a commonly controlled shareholder) agreed to cancel a total of 20,000,000 common shares of the Company in exchange for 1,000,000 shares of Series A Preferred stock and 20,000,000 shares of Series B Preferred stock.

On October 10, 2014, the Board of Directors agreed to designate a series of preferred shares (the Series A Super Voting Preferred Shares) including 1,000,000 (non-convertible) shares containing the following preferential provision:

Holders of each Series A Preferred Stock shall have two hundred (200) times the number of votes on all matters submitted to the shareholders that each shareholder of the Corporation’s Common Stock (rounded to the nearest whole number) is entitled to vote at each meeting of the shareholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration. Holders of the Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

On October 13, 2014, the Board of Directors agreed to designate a series of preferred shares (the Series B Preferred Shares) including 20,000,000 (non-convertible) shares containing the following preferential provisions:

Except as specifically provided, the Series B Preferred Stock shall, with respect to rights on redemption and rights on liquidation, winding up and dissolution, rank senior to (i) all classes of Common Stock, $0.00001 par value per share, of the Company (the “Common Stock”) and (ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the Holder(s) of Series B Preferred Stock). All other provisions remain paripassu as to the Company's common stock.

The Company estimated the fair value of the 20,000,000 shares of common stock based on the trading price on date of the exchange, and the fair value of the preferred stock using a probability weighted expected return method (PWERM) and recorded expense equal to the excess of the fair value of the preferred stock over the common stock of $476,400, which is included in loss on acquisition of intellectual property from a commonly controlled entity on the condensed consolidated statements of operations.

During the twelve months ended February 28, 2015, the Company issued 32,005,054 shares of common stock upon the conversion of debt, for an aggregate value of $215,150. (see Note 5)

During the twelve months ended February 28, 2015, the Company issued 3,740,000 shares of common stock as compensation for services for a value of $19,524.

During the twelve months ended February 28, 2015, the Company granted 38,050,000 options to employees and directors with a term of 5 years and are exercisable at prices ranging from $0.098 to $0.127 per share. 10,000,000 options vested immediately while the remaining 28,050,000 options vest at a rate of 33% on the grant date, 33% one year from the grant date and the remaining 33% two years from the grant date. The fair value of the options was determined using a Black Scholes model. The total grant date fair value of the options amounted to $4,502,234 of which $3,193,006 was recorded as stock compensation expense during the twelve months ended February 28, 2015.

Stock compensation expense totaled $3,212,910 for the twelve months ended February 28, 2015.

The assumptions used in the Black Scholes valuations include:

The following tables summarize the Company’s stock options and warrants activity during the twelve months ended February 28, 2015:

Expected future expense related to the expected vesting of options is $455,529.

Note 7 – Income Tax Provision

Deferred Tax Assets

At February 28, 2015, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $9,431,893 that may be offset against future taxable income through 2035. No tax benefit has been reported with respect to these net operating loss carry-forwards because the Company believes that the realization of the Company’s net deferred tax assets of approximately $3,092,000 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased approximately $1,452,732 and $1,139,172 for the years ended February 28, 2015 and 2014, respectively.

Components of deferred tax assets are as follows:

Income Tax Provision

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows:

NOTE 8 – Commitments and Contingencies

 
Litigation

The Company may become involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, except as discussed herein, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity. As of February 28, 2015, the Company is not involved in any material legal matters.

NOTE 9 – Related Party Transactions

In July 2014, the Company issued a note payable in the aggregate amount of $250,000 for the purchase of intellectual property from a commonly owned entity. Because of the common ownership, the intellectual property was not marked to fair value and the Company recognized a loss for the amount of the notes, which is included in loss on acquisition of intellectual property from a commonly controlled entity on the consolidated statements of operations. The note is non-interest bearing, matures in 24 months from issuance, and requires principal payments of at least $25,000 every 180 days. As of February 28, 2015, the outstanding balance as of the note was $116,337.

In September 2014, the Company issued a note in the amount of $7,900 for cash. The note is payable in two years from issuance, and accrues interest, payable monthly, at an annual rate of 10%. The balance of the note is $7,900 as of February 28, 2015 and 2014.

NOTE 10 - Subsequent Events

On various dates, the Company repaid principle on a third party convertible note in the amount of $38,290 in exchange for 39,750,796 shares of common stock and the note was paid in full as of March 31, 2015.

In May 2015, a third party convertible note holder converted $48,750 in principle in exchange for 54,275,893 shares of common stock and the note was paid in full as of May 1, 2015.

In May 2015, a third party convertible note holder converted $11,705 in principle in exchange for 38,369,856 shares of common stock.

On various dates, the Company repaid principle on a third party convertible note in the amount of $35,000 in exchange for 59,655,167 shares of common stock and the note was paid in full as of May 15, 2015.

On May 18, 2015, a third party lender converted $3,500 in principle in exchange for 18,396,233 shares of common stock.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

For purposes of this Item 9A, the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a  et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii)  include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures do not comply with the requirements in (i) and (ii) above and are not effective.  

On February 28, 2015, our President and Chief Executive Officer, Gary R. Smith,  reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by the report, February 28, 2015, and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  

The material weakness identified relates to the lack of proper segregation of duties and lack of multiple of level of review . The Company believes that the lack of proper segregation of duties and lack of multiple level of review is due to the Company’s limited resources.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, our internal control over financial reporting does not provide assurance that a misstatement of our financial statements would be prevented or detected.

On February 28, 2015, management conducted an evaluation of the effectiveness of our internal control over financial reporting and found it to be not effective subsequent to filing our Annual Report on Form 10-K for the year ended February 28, 2015 on May 12, 2014 with the Commission. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses relate to the following:

Management has concluded that the Company’s internal controls over financial reporting are not effective because as noted in this Annual Report, we have limited resources available. As we obtain additional funding and employ additional personnel, we will implement programs recommended by the Treadway Commission to ensure the proper segregation of duties and reporting channels.

Our independent public accountant, D. Brooks & Associates CPAs, P.A., has not conducted an audit of our controls and procedures regarding internal control over financial reporting. Consequently, D. Brooks & Associates CPAs, P.A. expresses no opinion with regards to the effectiveness or implementation of our controls and procedures with regards to internal control over financial reporting.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of our last fiscal year as covered by this report on February 28, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is a brief description of the background and business experience of our current officers and directors as of the current date of filing. The following table sets forth the name and positions of our executive officers and directors as of the year ended February 28, 2015.

Mr. Gary R. Smith CEO of The Radiant Creations Group, Inc. is a corporate leader, manager, and consultant with extensive business experience in top management positions. He has more than three decades of operational experience as manager and CEO for leading automotive and auto finance organizations. In 2008 Mr. Smith purchased Superglass Windshield Repair franchises in the State of Florida which is still oversees. Mr. Smith joined The Renewable Corporation in March of 2012 where he serves as President and CEO.

Mr. Manpreet Singh Thaper COO of The Radiant Creations Group, Inc. earned a BS in Accounting from Arizona State University, W.P. Carey School of Business in 1997. In 2011, after gaining several years of valuable experience in the corporate accounting environment Mr. Thaper became a principle member in Payscout, Inc, a payment service provider worldwide. Mr. Thaper currently remains a principle in Payscout, Inc. and joined the executive team at The Renewable Corporation in May 2012 and had been a valuable member of the team until his resignation in January 2013 to better focus on the Management of PayScout, Inc. He brings his ability to apply tenacious improvements and development of new technologies, procedures and policies to maximize on the success of Company.

Mr. Gary D. Alexander CFO of The Radiant Creations Group, Inc. is currently founder and chairman of Tech River Investment, LLC a Florida based investment firm. He has more than 30 years of experience in the fields of accounting and investments. His knowledge and skills include initiating public and private offerings for small companies, professional accounting services with “go-public” transactions, private placement syndications, mergers, and acquisitions. He has extensive experience in forensic and reconstructive accounting and litigation matters. He has appeared with counsel in mediation and/or with a special master representing NASD broker-dealers as an auditor and consultant. He has also led and participated in projects in other fields, including the aviation industry, automotive, petroleum, internet services, telephone and VoIP industries, medical facilities, cosmetic and the entertainment, music and film industries.

Mr. Michael S. Alexander, VP Corporate Finance, of The Radiant Creations Group, Inc. began his career as Manager of Treasure Coast Private Equity, LLC (a Florida based investment firm with a focus on technology and the development of start-up companies with patented or prototype products. He participated in equity market trading, including small cap, micro cap and options, and assisted with the acquisition and advancement of existing technologies. During his time there he was invited to become a Board Member for Greenwood Gold Mining, a small public company until December of 2010. In December, 2011, Mr. Alexander became the CEO and President of Technology River Investments, the predecessor to Treasure Coast Private Equity where Mr. Alexander was incremental in the acquisition and management of numerous portfolio investments on behalf of Technology River. Mr. Alexander is a graduate of the University of North Florida, and holds a Bachelor of Science degree in Business Administration (Finance).

TERMS OF OFFICE

Our directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors or until their successors are appointed.

SIGNIFICANT EMPLOYEES

As of the fiscal year ended February 28, 2015, the Company has four significant employees:

Gary R. Smith

President, CEO and Director

Manpreet Singh Thaper

COO and Director

Gary D. Alexander

CFO, Corporate Secretary and Director

Michael S. Alexander

Vice President of Corporate Finance

EXECUTIVE COMMITTEE AND CHARTER

Three members of our Board of Directors currently serve as our Executive Committee.

Our Executive Committee acts on behalf of the Board of Directors to determine matters which, in the judgment of the Chairman of the Board, do not warrant convening a special meeting of the Board but should not be postponed until the next scheduled meeting of the Board.

AUDIT COMMITTEE AND CHARTER

Three members of our Board of Directors currently serve as our Audit Committee.

Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter was filed as an exhibit to our Annual Report on Form 10-KSB for the year ended February 28, 2007 filed with the SEC on May 29, 2007. The audit committee charter was subsequently affirmed by the current Board of Directors.

AUDIT COMMITTEE FINANCIAL EXPERT

As of the fiscal year ended February 28, 2015 Gary D. Alexander was the Company’s CFO acted as a member of our audit committee. Mr. Alexander meets the definition of an "audit committee financial expert."

DISCLOSURE COMMITTEE AND CHARTER

Three members of our Board of Directors currently serve as our Disclosure Committee.

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of our disclosure committee charter was filed as an exhibit to our Annual Report on Form 10-KSB for the year ended February 28, 2007 filed with the SEC on May 29, 2007. The disclosure committee charter was subsequently affirmed by the current Board of Directors.

COMPENSATION COMMITTEE AND CHARTER

Three members of our Board of Directors currently serve as our Compensation Committee.

Our Compensation Executive Committee acts on behalf of the Board of Directors to assist the Board in fulfilling the Board’s responsibilities regarding compensation plans for officers and directors.

CODE OF ETHICS

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was filed as an exhibit to our Annual Report on Form 10-KSB for the year ended February 28, 2007 filed with the SEC on May 29, 2007. The code of ethics was subsequently affirmed by the current Board of Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of a registered class of our securities ("Reporting Persons"), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section.

16(a). Based solely on our review of such reports received by us, no other reports were required for those persons. We believe that, during the year ended February 28, 2015 all Reporting Persons complied with all Section 16(a) filing requirements applicable to them. 

ITEM 11. EXECUTIVE COMPENSATION

For the Company’s fiscal year ended February 28, 2015, the Company has not paid compensation to Gary R. Smith, Manpreet Singh Thaper, or Gary D. Alexander and paid $39,500 in compensation Michael S. Alexander for services rendered as our officers and/or directors throughout the year.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

On September 25, 2013 Management authorized and created the Radiant Creations 2013 Incentive Stock Option “Plan” authorizing 50,000,000 options for 50,000,000 shares of common stock to be issued to officers, directors, significant employees, advisors and consultants. As of February 28, 2015, there were 38,050,000 options outstanding of which 28,050,000 are exercisable and 11,950,000 are available for issuance under the Plan.

On December 3, 2013, the Board of Directors granted incentive stock options as follows:

At February 28, 2015, no options have been exercised.

EMPLOYMENT CONTRACTS

On March 1, 2014 and effective March 3, 2014, the Board of Directors authorized and executed employment agreements for significant employees including:

Other terms and conditions of the agreements are standardized and customary within recognized corporate policies and practices.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 

EQUITY COMPENSATION PLANS

On September 25, 2013 Management authorized and created the Radiant Creations 2013 Incentive Stock Option Plan authorizing 50,000,000 options for 50,000,000 shares of common stock to be issued to officers, directors, significant employees, advisors and consultants.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of February 28, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on February 28, 2015.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

RELATED TRANSACTIONS

Except as described below, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party during the past two years, or in any proposed transaction to which we propose to be a party:

(a) any director or officer;

(b) any person proposed to be a nominee for election as a director;

(c) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or

(d) any immediate family member, including any spouse, child, parent, step-child, step-parent, sibling or in-law, of any of the foregoing.

During the year ended February 28, 2015, Gary R. Smith, CEO and Gary D. Alexander, CFO advanced the Company $40,000 and $36,000 respectively. As of February 28, 2015, these loans have been paid in full.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the Over-The-Counter Bulletin Board under the symbol “RCGP”. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Mr. Gary R. Smith, Mr. Manpreet Singh Thaper and Mr. Gary D. Alexander acts as our directors and as our executive officers.

As such, as of February 28, 2015, the Company does not have independent directors as determined under NASDAQ Rule 4200(a)(15).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 

The aggregate fees billed for the fiscal years ended February 28, 2015 and February 28, 2014 for professional services rendered by the principal accountant D. Brooks & Associates, CPAs, P.A. for the audit of the Corporation's financial statements  in our Annual Reports on Form 10K and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows and income tax preparation services rendered by Koplas& Company, CPA, PA:

PART IV

ITEM 15. EXHIBITS.

*Pursuant to Rule 406T of Regulation S-T, these interactive date files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE RADIANT CREATIONS GROUP, INC.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.